Swarmio Media Holdings Inc., a newly incorporated BCBCA corporation, has filed a non offering preliminary prospectus. The prospectus is being filed in connection with the proposed acquisition of Swarmio Inc.
Swarmio Media Holdings intends to apply to the Canadian Securities Exchange (CSE) for the listing of the common shares.
As a condition to the completion of the acquisition, Swarmio Media Holdings completed a private placement of 14,285,712 subscription receipts on June 24, 2021 at a price of $0.35 per subscription receipt for gross proceeds of $5,000,000.
The acquisition is subject to approval the board of directors of Swarmio Inc. and the shareholders of Swarmio Inc. The acquisition must be approved by 66.67% of the shareholders of Swarmio Inc.
The acquisition wil constitute as reverse take-over of Swarmio Media Holdings by Swarmio Inc.
Swarmio Media Holdings will issue 59,218,800 common shares in exchange for 100% of the common shares, preferred shares and convertible securities of Swarmio Inc., effectively valuing Swarmio Inc. at approximately $20.7 million.
Upon closing of the acquisition, Swarmio Media Holdings will have 94,069,106 common shares on non-diluted basis and 107,420,850 common shares on fully diluted basis.
Vijai Karthigesu and Innovacorp will be the only shareholders beneficially controlling over 10% of outstanding shares with ownership of 9,619,400 common shares and 10,334,708 common shares respectively.
Founded by Vijai Karthigesu and Sorin Stoian, Halifax, Nova Scotia based Swarmio Inc. is a gaming and esports technology company that has developed an engagement and monetization platform that uses a proprietary “smart edge computing” technology.
photo credit: Swarmio